How To Exercise Your Stock Option

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What’s Inside

Page

Award Types in Brief . . . . 2

Accessing Your Information Online . . . . 6

The Home Page . . . . 7

Opening Your Merrill Lynch Brokerage Account . . . . 8

Viewing Your Grant Information . . . . 9

Modeling and Exercising . . . . 10

Selling Stock . . . . 11

Account Statements . . . . 12

Your Participant/Tax Profile . . . . 13

Plan Information . . . . 13

Service Fees . . . . 14

Glossary . . . . 16

This brochure is a general description of equity awards and Merrill Lynch’s AwardChoice® equity plan services for participants. Your equity awards are subject to the terms and conditions of your company’s plan, any agreement between you and your company covering your equity awards, and/or the prospectus provided to you by your company. Any transactions in connection with your plan in your Merrill Lynch brokerage account are subject to the terms and conditions of that account. This brochure does not constitute an offer or invitation to buy any securities. Any offer to buy securities from your company would be made only by a prospectus in accordance with the Securities Act of 1933 as amended. Refer to the accompanying materials for information provided by your company about your specific program.

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Access and Support Virtually 24 Hours a Day, Seven Days a Week …

Online and On the Telephone

Benefits OnLine: www.benefits.ml.com

(Active employees can also seamlessly access Benefits OnLine through the HR Express portal)

or

Participant Service Representatives and Interactive Voice Response (IVR) System: (877) STK-Plan or (877) 785-7526.

If you are calling from an ETN-equipped office location, you can also dial ETN 661-7571.

Outside the U.S., Puerto Rico and Canada, use the AT&T country code plus the toll-free number or dial direct: (609) 818-8267 .

Managing Your ConocoPhillips Equity Award

Program Information Online

Merrill Lynch’s secure Benefits OnLine® Web site is your resource for managing and monitoring your ConocoPhillips Equity Award Program information. Through Benefits OnLine you have direct access to the tools, information and services you need to make the most of your equity awards.

Benefits OnLine provides:

■ Secure access to your award information,

■ Modeling capabilities for estimating the value of your awards, ■ Easy and convenient exercise transactions, and

■ Grant summary and transaction history to help you manage your awards.

This brochure is designed to help guide you in accessing your account online, opening your Merrill Lynch brokerage account, and understanding the resources available to you on the Web site. You can use Benefits OnLine to manage all of your Equity Program awards.

To get started, review this brochure carefully and access Benefits OnLine to familiarize yourself with the Web site. In addition, you will need to open a Merrill Lynch Wealth Management Limited Individual Investor Account (LIIA). The LIIA is a self-directed, non-interest bearing brokerage account for use with your ConocoPhillips awards (see instructions on page 8 for how to open your account).

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2 Award Types In Brief

The ConocoPhillips Equity Program includes several different types of equity awards, including:

■ Stock Options,

■ Stock Appreciation Rights, ■ Restricted Stock, and

■ Restricted Stock Units/Performance Share Units.

Depending on the awards you are granted, you may have one or more of these award types in your account. An overview of each award type follows. For more information about the awards, visit the HR

Express portal.

Stock Options

Stock Options give you the right to purchase Company stock at a specific price over a stated option term. Upon exercise, U.S. participants will recognize ordinary income (W-2) equal to the difference between the fair market value of the Company’s stock on the date of exercise and the grant price, multiplied by the number of options exercised. Generally, this income is subject to immediate tax withholding at the point of exercise, with any appreciation in value above the fair market value on the date of exercise treated as a capital gain when the stock is ultimately sold. In non-U.S. locations, tax implications may vary.

Before you can exercise your Stock Options, you must wait until the stock options become both vested and exercisable, in accordance with the terms and conditions of each particular grant. This waiting period is sometimes called the vesting period. Once the vesting period has passed, you may exercise your Stock Options at any time until they expire, subject to the terms of the award.

Incentive Stock Options (ISOs) also give you the right to purchase Company stock at a specific price over a stated option term. Generally, an ISO entitles you to favorable tax treatment if the acquired shares are held for at least one year from the date of exercise and two years from the grant date. If you adhere to the required holding period, the difference between the sale price and grant price will be taxed at a capital gains rate. However, if you choose to sell all or a portion of the shares before the expiration of the applicable holding periods, you may recognize ordinary income and will be taxed accordingly.

Exercise of an ISO may result in an alternative minimum tax (AMT) adjustment.

(Consult your tax advisor about your individual tax situation, as neither Merrill Lynch nor ConocoPhillips provides tax advice.)

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Award Types In Brief (continued)

Exercise Methods

Once you are ready to exercise your Stock Options, you must choose an exercise method. The method you choose will depend on how you wish to fund the purchase of your shares and whether you wish to receive cash or shares as a result of your exercise transaction.

Cash Purchase Exercise

You acquire all shares from your exercise request. You pay exercise costs, including option cost reimbursement and taxes, and all of the purchased shares are credited to your Limited Individual Investor Account (LIIA). You fund your Cash Purchase exercise by sending a check or wiring funds to Merrill Lynch or having sufficient funds in your LIIA account prior to placing your exercise order.

Cashless Exercise

You may also exercise your options without any initial cash outlay. There are two methods of Cashless exercise:

■ Cashless Hold — Merrill Lynch sells enough shares

to cover all exercise costs, including option cost reimbursement, taxes and fees. The remaining shares are held in your LIIA.

■ Cashless Sell — Merrill Lynch sells all the shares of

stock issued with your exercise, covering all exercise costs, including option cost reimbursement, taxes and fees, and sends you a check, wires the net proceeds to your bank account, or credits the net proceeds to your LIIA.

Market and Limit Orders. Prior to entering a Cashless

exercise request, you must decide if you wish to place a Market Order or a Limit Order. Merrill Lynch will execute all sale orders subject to market conditions. Sale orders entered in connection with a Stock Option exercise that cannot be filled in their entirety will receive partial execution. Please be sure to review your exercise confirmation to determine if your order has been executed in its entirety.

■A Market Order lets you sell shares of stock issued

upon exercise at the first available sale price as soon as market conditions allow.

■A Limit Order lets you set the price at which you

want your options exercised. If the stock reaches or exceeds the price you set while the order is in effect, your exercise or sale is completed subject to market conditions. If the price is not met, your order will be cancelled and your options will remain available for future exercise.

— A Day Limit Order remains in effect for the current trading day only.

— A Good ‘till Cancelled Limit Order remains in effect for 30 calendar days following the date of entry. If your order is entered after market hours, but prior to 12 midnight (ET), the 30-day count begins on the second business day after the order is entered. You may receive partial execution of the sale order you place, resulting in only a portion of your stock options being exercised. Once your exercise has been entered, you should check the exercise confirmation on Benefits OnLine to determine the number of stock options exercised. You may need to re-enter the order for the balance of the options not exercised.

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4

Stock Swap Exercise

With a Stock Swap exercise transaction, you pay your exercise costs (option cost reimbursement and taxes) using shares of Company stock that you have owned for at least six months. You “attest” that you own the shares you are swapping or tendering, and you keep the certificates or other ownership documents with respect to the transaction. The number of shares with a value equal to the net gain of your exercise is credited by ConocoPhillips to your LIIA. Keep in mind that only full shares (not fractional shares) can be purchased with a Stock Swap exercise.

To exercise your Stock Options using this method, you will need to call a Participant Service Representative at (877) 785-7526 or, from outside the U.S. Puerto Rico, or Canada, (609) 818-8267.

To learn more about when you can exercise vested Stock Options, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

Award Types In Brief (continued)

Stock Appreciation Rights (SARs)

SARs tie your benefit to the performance of the Company’s stock, but may not provide the full rights associated with shareholder status. The gain from a SAR is based only on the increase in value per share between the grant date of the award and the date of exercise. The gain from a SAR will be paid in cash. In the U.S., the gain from a SAR is taxed as ordinary income and is subject to withholding on the date of exercise. In non-U.S. locations, tax implications may vary.1

Before you can exercise SARs, you must wait until the SARs become both vested and exercisable, in accordance with the terms and conditions of each particular grant. This waiting period is sometimes called the vesting period. Once the vesting period has passed, you may exercise them at any time until the SARs expire, subject to the terms of the award.

To learn more about when you can exercise vested SARs, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

Restricted Stock

A Restricted Stock award is a grant of actual shares of Company stock recorded under your name in the ConocoPhillips shareholder records. A Restricted Stock grant is subject to certain restrictions and vesting

requirements. As a Restricted Stock recipient, you are entitled to vote your restricted shares and receive dividends when declared by the Company for payment to shareholders.

During the vesting period, Restricted Stock may not be sold, pledged, transferred or assigned, and the shares can be forfeited back to the Company if the conditions for vesting are not met. When the conditions have been met, the restrictions on transfer will usually lapse, and you will own unrestricted shares of Company stock that you may sell or transfer.

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Award Types In Brief (continued)

Restricted Stock (continued)

Merrill Lynch will notify you prior to restrictions lapsing, informing you of the upcoming event and any actions that may be required on your part. Once the restrictions have lapsed, a transaction confirmation will be mailed to your attention. It is important to retain this confirmation. When you are granted Restricted Stock, you are not usually taxed immediately; however, certain payroll taxes may be due. Any dividends paid prior to vesting are taxed at the time of payment as additional compensation income. When the restrictions lapse and the Restricted Stock vests, you will have compensation income equal to the fair market value of the stock at the time of vesting.1

To learn more about your Restricted Stock award, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

Restricted Stock Units/

Performance Share Units

A Restricted Stock Unit/Performance Share Unit award is an unsecured promise to deliver shares of Company stock subject to certain terms and conditions. A Restricted Stock Unit grant is subject to certain restrictions and vesting requirements. Restricted Stock Units are not actual shares of stock and, therefore, do not carry voting rights. Some Restricted Stock Units may make dividend equivalent payments when dividends are paid upon the stock of the Company, although this depends on the terms of the particular award. Under the ConocoPhillips Performance Share Program, a particular type of restricted stock unit, called a Performance Share Unit, is granted. This discussion of Restricted Stock Units also applies to Performance Share Units. Any dividend equivalents paid prior to vesting generally are taxed at the time of payment as additional compensation income.

Restricted Stock Units are subject to forfeiture if the conditions for vesting are not met. In addition, Restricted Stock Units may not be sold, pledged, transferred or assigned during the vesting period. Merrill Lynch will notify you prior to your restrictions lapsing, informing you of the upcoming event and any actions that may be required on your part. Once the restrictions have lapsed, a transaction confirmation will be mailed to your attention. It is important to retain this confirmation. When you are granted Restricted Stock Units, you are not taxed immediately; however, certain payroll taxes may be due. Generally, when the restrictions lapse and the Restricted Stock Units vest, you will have additional compensation income equal to the fair market value of the stock at the time of vesting.1

Upon receipt of the final distribution, you own the shares of ConocoPhillips stock freely with no restrictions on sales or transfer of ownership.

To learn more about your Restricted Stock Unit award, refer to your grant award package, log on to Benefits OnLine, or contact Merrill Lynch.

1 _{Consult your tax advisor about your individual tax implications.}

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6 Enter your User ID and Password

■ The first time you access the site …

Follow the Create User ID link to create

a User ID and Password . You will need your personal identification number (PIN), which will be mailed to you shortly under separate cover, and your U.S. Social Security number or internal verification number if you do not have a U.S. Social Security number.

■ On subsequent visits … Use the User ID and Password you created .

Multi-Lingual Capabilities

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To get started, select the Benefits OnLine International link at the top of the

Welcome Page and follow the prompts .

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Merrill Lynch is one of the world’s largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of investing, asset management and other financial products and services. As your plan provider, we can help you achieve financial success by providing advice and guidance with investment solutions for all stages of your life.

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Accessing Your Information Online

To access your information online, visit www.benefits.ml.com.

Lost PIN/Getting Your PIN

In order to access Benefits OnLine and open your brokerage account, you will need your five-digit personal identification number (PIN). Your PIN will be mailed to you by Merrill Lynch shortly under separate cover .

If you cannot locate your PIN or you do not have a PIN, visit www.benefits.ml.com and click on the

Create User ID link. From there, answer the required verification questions and then click on the Forgot

Your PIN link in the Security Information step .

The screen shots shown in this communication are intended to illustrate the functionality and services available to participants on Benefits OnLine. They are not meant as exact representations of the screens available through your plan.

These are some of the most challenging market conditions, and these forces have had a significant impact on the larger economy...

Investors are at their most optimistic about the global economy since December 2005...

plan participant services provided by Merrill Lynch

A disciplined investment approach is the best strategy for handling market downturns...

Investing to Rebuild Your Savings Coping With Market Volatility

Merrill Lynch Fund Manager Survey Finds Growing Optimism in Global Economic Outlook

The Safety of Your Assets

Managing The Stress of Economic Turmoil The Link Between Economic Growth and Stock Market Performance

The Advantages of Dollar Cost Averaging

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To access the interactive Voice Response System, you will need to use your Social Security/Account Number and your six to twelve character Password. If you need to bookmark this page, please make sure to save the generic address, http://benefits.ml.com. Numbers appearing in the address should not be saved. Merrill Lynch, Pierce, Fenner & Smith Incorporated is a registered broker-dealer and a wholly-owned subsidiary of Bank of America Corporation.

Merrill Lynch is one of the world’s largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of investing, asset management and other financial products and services. As your plan provider, we can help you achieve financial success by providing advice and guidance with investment solutions for all stages of your life.

Merrill Lynch makes available investment products and services sponsored, managed, provided or distributed by companies that are affiliates of or in which Bank of America Corporation has an economic interest, including Columbia Management, BlackRock, and Nuveen Investments.

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On the Home Page

■Under the Message Center, you may

find special information related to your equity awards .

■Under Alerts, you’ll see time-sensitive

information about actions you may need to take, such as opening a brokerage account or acting on expiring grants .

■Under My Accounts, you’ll see the total

market value of your ConocoPhillips awards . If you have already opened your Merrill Lynch brokerage account, you’ll also see that balance in this section .

The Home Page

Once you log on to Benefits OnLine, the Home Page will appear. Here you will find two ways to get to the information you need.

■ A series of tabs across the top provides access to much of the information you’ll need. Under the Equity Plans

tab, you can quickly link to program information, grant information, your personal profile, exercise and modeling tools, brokerage account details, and research.

■ A Quick Links feature at the top right lets you establish quick links to the pages you visit most often.

Equity Plans

Announcements Alerts Get Quote: Enter Symbol

Logout • Help • Sitemap

Home Advice & Planning Markets

My Accounts Message Center

My Home Message Center Investment Holdings Sitemap Account Preferences

— Select Quick Links — (Edit)

Asset Allocation

Portfolio

Download to Quicken

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Merrill Lynch, Pierce, Fenner & Smith Incorporated is a registered broker-dealer and a wholly-owned subsidiary of Bank of America Corporation.

Merrill Lynch makes available investment products and services sponsored, managed, provided or distributed by companies that are affiliates of or in which Bank of America Corporation has an economic interest, including Columbia Management, BlackRock, and Nuveen Investments. © Copyright 2009 Merrill Lynch, Pierce, Fenner & Smith Incorporated

FAQs Statements Merrill Lynch OnLine ® ConocoPhillips Equity Program*

Related Links

$27,068.00

LIIA $0.00

Merrill Lynch Direct ® Important Notice on....More

*Values for equity awards represent potential value based on closing price from the previous business day. Total market value may include potential income of unvested awards.

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Total Market Value:

Resource Center

$27,068.00

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8

Already Have a Merrill Lynch Brokerage Account? You’ll still need to establish a LIIA for your ConocoPhillips Equity Program awards. This account must be in your name only. You can,

however, link all of your other Merrill Lynch accounts with your LIIA so that you can manage

them all together by calling (800) 637-7455 and following the prompts. Please have your account numbers available.

Before you can conduct transactions in any of your ConocoPhillips equity-based awards, you need to open a Merrill Lynch Wealth Management Limited Individual Investor Account (LIIA). The LIIA is a self-directed, non-interest bearing brokerage account primarily used to:

■ Exercise Stock Options,

■ Settle lapsing Restricted Stock and Restricted Stock Units, and ■ Hold and sell ConocoPhillips stock.

This is a separate account from any other Merrill Lynch brokerage account you may have. There are five easy steps involved in opening your LIIA online. Just complete the information in each step, and then submit your application. Keep in mind that it can take up to 72 hours to open a LIIA.

To Open Your Brokerage Account

■Select Equity Plans, then Individual/

PlanInformation and choose Open

an Account .

■Then, click on the Open Limited

Individual Investor Account button. The

site will guide you through the brokerage account opening process .

Equity Plans

Get Quote: Enter Symbol

Grant Information Individual/Plan Information Model/Exercise Sell Stock Brokerage

ConocoPhillips

Merrill Lynch offers a choice of accounts to meet the needs of equity award recipients. Available account types include:

(Your choices may be limited if you are an officer of your company. For additional information or assistance with establishing a Merrill Lynch brokerage account visit the Merrill Lynch Contact Center for contact information.)

Limited Individual Investor Account – a self-directed limited brokerage account. Merrill Lynch offers a Limited Individual Investor Account, a limited brokerage account for you to maintain or sell company stock resulting from an equity award transaction (option exercise, restricted stock settlement) and process any subsequent sales of company stock. A limited brokerage account offers you a streamlined account opening process with quick, easy-to-follow instructions to get you started.

If you would like additional information about establishing a self-directed Limited Individual Investor Account, call Merrill Lynch at (877) 767-2404 (in the U.S., Canada and Puerto Rico) or (609) 818-8894 (outside the U.S., Canada and Puerto Rico).

Please select the Equity Program recordkeeping account you wish to link to and then click Open Limited Individual Investor Account.

Open an Account

COP Open Limited Individual Investor Account

Equity Plans > Individual/Plan Information > Open an Account

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Grant Information

■ When you access the Grant Information

section you will see the total value of your unvested and vested awards . These values are calculated using the previous trading day’s closing price for ConocoPhillips stock.

Helpful Hint

■ By clicking on any magnifying glass

symbol you can access more detail about the item adjacent to that symbol.

Viewing Your Grant Information

Information about your grants can be found in the Grant Information section of the site. To access this section, click Equity Plans from the Home Page, then Grant Information.

Home Advice & Planning Markets Equity Plans401(k)

— Select Quick Links — (Edit) ConocoPhillips

Balances

Equity Plans > Grant Information > Balances

Account Selection Equity Plan Accounts

for Participant, Joe

Plan Name AccountType

Unvested/ Unexercisable

Value VestedValue Market ValueTotal All Accounts

Total ConocoPhillips Equity

Award Program SOP $24,406

$24,406 $11,835 $11,835 Potential Income Achieved (Unpaid Value) $2,883 $2,883 $39,124 $39,124 Brokerage Accounts

Account Number RegistrationAccount BalanceCash AccountsMoney InvestmentsPriced

Total Program Value Total COP-12345 LIIA $0 $0 $999 Market Balance $0 $999 $0 $0 $999 $0 $999 Total All

Total Brokerage and Vested Equity Plan Value $12,834

$12,834

Employees Subject to Pre-Clearance

If you are a control person, insider or any employee who is subject to a pre-clearance policy (e.g., officer or director), you must contact appropriate Legal or Executive Compensation personnel before conducting transactions. The Merrill Lynch Global Corporate and Institutional Advisory Services group, designated to serve the specific needs of control persons, insiders and pre-clearance individuals, will work with you and the Company’s Executive Compensation and Legal Departments to assist you. You will have full inquiry access to Benefits OnLine but will need to contact either Executive Compensation or Merrill Lynch at (877) STK-PLAN or (877) 785-7526 to open your Merrill Lynch brokerage account or to facilitate exercises or other market transactions.

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10

■Before you exercise, you will see a

summary of your transaction .

■As an added security measure, you will be

asked to re-enter your Password .

■Click Submit within 90 seconds or your

request will time out .

■Once your transaction is completed, you

will receive a confirmation of your transaction .

To Model and Exercise

■Select the transaction type (e.g., Cashless

Sell) and then select the awards you

want to transact (e.g., All Vested Grants) .

■Select the specific awards you wish to

model, then adjust the modeling criteria.

■Select Calculate Results to view the results

of your model . To enter different modeling

criteria, simply click Start Over .

■If you select Continue to Exercise, the

screens that follow will direct you through the order and distribution process.

Modeling and Exercising

One of the Web site’s most useful tools is the ability to model your exercise prior to conducting transactions related to your equity awards. To get started, click Equity Plans from the Home Page, then Model/Exercise. If you have not yet opened a Limited Individual Investor Account (brokerage account), this tab will read Model only.

Equity Plans

For Joe Participant

Select Grants to Display: Select a Transaction Type to Model:

Model/Exercise

Cashless Sell All Vested Grants

Select Vested Grant(s) and Quantity to Model:

Enter Modeling Criteria

Select Grants to Model

Select

All Grant Date Grant Price OptionsGranted Grant Type/ Grant Code Expiration / Last Date to Exercise

***Includes options cancelled and expired.

Options Exercised***

Unvested/ Unexercisable Quantity VestedQuantity

Potential Income (Vested) Options to Model Last Price:**$10.63

Enter Estimated Market Price To Model

**Price information is as of 4:00:00 PM and is a real time quote for information purposes only. The accuracy of this data is not warranted. Refresh

View your complete Tax Profile Withhold Shares for Taxes for NQ grants only

01/10/2002 $2.74 NQ 01/10/2012 1,500 0 0 1,500 $11,835 1500

01/06/2005 $14.51 NQ 01/06/2015 1,248 0 0 1,500 $0 1248

10.63

Start Over Calculate Results

Equity Plans > Model/Exercise

Modeling Results

Grant Date Grant Price

Grant Type/ Grant

Code OptionsModeled - OptionCost Stock Sale Proceeds $5.00 05/23/2008 Totals

NOTE: These figures are estimates only for grant exercise modeling purposes. Actual results may vary. Each exercise must be entered as a separate order and a commission will be charged on each exercise for related stock sales.

If this information is correct, please enter your Password and click “Submit” to complete this transaction.

You will receive an order number verifying that Merrill Lynch has received your order. Password $10,566.22 $10,566.22 $4,970.00 $1,902.71 $0.06 $29.95 $3,663.50 $4,970.00 $1,902.71 $0.06 $29.95 $3,663.50 NQ 994 994

-Taxes Fees- Commissions- Proceeds= Net Select Grant to Exercise

Go back to the Exercise Modeling screen Submit

Continue To Exercise

Proceeds Costs to Exercise

$1,902.71 $6,872.71 647 $33,718.76 $4,970.00 $0.06 $29.95 $6,872.71 $30.01 $3,663.50 $10,566.22 Stock Sale Proceeds

Less Total Cost to Exercise Less Fees & Commissions Net Proceeds

Option Cost

Fees Commissions Taxes Total Cost to Exercise

Approximate Shares Sold to Cover Costs Commissions & Fees

For Joe Participant

Select Grants to Display: Select a Transaction Type to Model:

Model/Exercise

Cashless Sell All Vested Grants

Select Vested Grant(s) and Quantity to Model:

Enter Modeling Criteria

Select Grants to Model

Select

All Grant Date Grant Price OptionsGranted Grant Type/ Grant Code Expiration / Last Date to Exercise

***Includes options cancelled and expired.

Options Exercised***

Unvested/ Unexercisable Quantity VestedQuantity

Potential Income (Vested) Options to Model Last Price:**$10.63

Enter Estimated Market Price To Model

**Price information is as of 4:00:00 PM and is a real time quote for information purposes only. The accuracy of this data is not warranted. Refresh

View your complete Tax Profile Withhold Shares for Taxes for NQ grants only

01/10/2002 $2.74 NQ 01/10/2012 1,500 0 0 1,500 $11,835 1500

05/23/2005 $5.00 NQ 05/23/2015 1,248 0 0 1,248 $0 994

10.63

Start Over Calculate Results

Welcome

Logout

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Change Password Edit

Get a Quote Look up

Last Enter Symbol

Full Quick

Equity Plans > Model/Exercise

Home Advice & Planning Markets Equity Plans

Grant Information Individual/Plan Information Model/Exercise Brokerage

Modeling Results

Grant Date Grant Price

Grant Type/ Grant

Code OptionsModeled - OptionCost Stock Sale Proceeds $5.00 05/23/2005 Totals

NOTE: These figures are estimates only for grant exercise modeling purposes. Actual results may vary. Each exercise must be entered as a separate order and a commission will be charged on each exercise for related stock sales.

If this information is correct, please enter your Password and click “Submit” to complete this transaction.

You will receive an order number verifying that Merrill Lynch has received your order. Password $10,566.22 $10,566.22 $4,970.00 $1,902.71 $0.06 $29.95 $3,663.50 $4,970.00 $1,902.71 $0.06 $29.95 $3,663.50 NQ 994 994

-Taxes Fees- Commissions- Proceeds= Net Select Grant to Exercise

Go back to the Exercise Modeling screen Submit

Continue To Exercise

Proceeds Costs to Exercise

$1,902.71 $6,872.71 647 $33,718.76 $4,970.00 $0.06 $29.95 $6,872.71 $30.01 $3,663.50 $10,566.22 Stock Sale Proceeds

Less Total Cost to Exercise Less Fees & Commissions Net Proceeds

Option Cost

Fees Commissions Taxes Total Cost to Exercise

Approximate Shares Sold to Cover Costs Commissions & Fees

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Selling Your Stock

■ On the initial Sell Stock screen you will

see the number of Company shares in your account .

■To proceed, click on the magnifying

glass, which will bring you to the next Sell

Stock screen .

■Enter the number of shares you want to sell.

■Select your Order Type: Market or Limit

Order. If you select Limit, you will also need to enter a Limit Price and choose either a Day Order or a GTC (Good ‘till Cancelled) Order.

■Choose how you would like to receive

proceeds .

■To proceed with your order, select

Proceed With Sale .

Selling Stock Online

Through Benefits OnLine you can also sell any of your ConocoPhillips shares held in your Merrill Lynch brokerage account. To get started, click Equity Plans from the Home Page, then Sell Stock.

Equity Plans

Note: Fractional shares will be sold on the 3rd Thursday of every month within the Merrill Lynch tractional share purge process.

ConocoPhillips - Price $10.00 Price information is as of 1:47:10 PM

Security Description

Total 277

Security Symbol Share Amount Share Value

ÇonocoPhillips COP 277

$2,770 $2,770

Equity Plans > Sell Stock Sell Stock

Equity Plans

My Home Message Center Investment Holdings Sitemap Account Preferences

ABC Company

Sell Stock

In some circumstances orders entered near the market close may not reach the market in time for execution. The section allows you to choose how you would like to receive the net cash from your transaction and the currency that you would like to receive the proceeds in.

Shares Available to Sell: 277 Symbol: COP Quantity: ₁₅₀

Enter your Stock Sale Order Information

Market Limit

Day GTC (Good till Cancelled)

Limit Price (Last Price $10.00)*

*Price Information is as of 1:48:20PM

Order fees:

Time

Go back Proceed With Sale

12

Select your Net Proceeds Distribution Method.

Wire Transfer

Proceeds to remain in brokerage account (US Dollars only)

Enter Alternate Account Number

Transfer Proceeds to an alternate Merrill Lynch account. Check

Currency

Please Select Wire Instructions to use

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12

Merrill Lynch keeps you informed about all your ConocoPhillips equity awards, your brokerage account holdings and all your transactions. You will receive annual recordkeeping statements covering the status of your awards. If you have any brokerage activity, brokerage statements with information about your transactions and cash or securities held in your account will be sent to you on a monthly basis. If you have no activity in your brokerage account, you will receive a quarterly statement. You will also receive trade confirmations when you exercise your awards or conduct other transactions.

Account History

For your convenience, a record of your statements and confirmations is available online. To access your statements, select

Equity Plans from the Home Page, then

Grant Information, then Statements .

■ You can then choose to view your

statements for:

The past 12 months

The prior calendar year

A period of your choosing

Account Statements

Equity Plans

Equity Plans > Grant Information > Transaction Statements

Please select the statement criteria and click “Continue” to view your statement. Statement Criteria Month Statements October Day 20 2008 Year December 21 2009 From: To: Reset Continue Last 12 Months Prior Calendar Year Custom

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Communications Center

■ Under Individual/Plan Information you can

also access the Communications Center .

Here you’ll find various forms and documents related to the ConocoPhillips Equity Program, such as tax forms, plan documents and communication brochures.

The plan documents, including any prospectus or grant agreement, posted in the Benefits OnLine Communications Center are prepared and made available to you by ConocoPhillips, not Merrill Lynch.

My Information

■ Under the Individual/Plan Information

tab you will find My Information. This is where you can confirm your personal profile, including demographic

information, your ID number, account number and other information. If you need to update any of this information, contact HR Connections at (877) 812-7547 or ETN 661-5381 (if you are calling from an ETN-equipped office location).

— Select Quick Links — (Edit) Equity Plans

ConocoPhillips

Equity Plans > Individual/Plan Information > Participant/Tax Profile

Participant/Tax Profile Name Address Participant ID: XXXXX0049 Officer: No Joe Participant 123 Any Street Any City, Any State 01234

Social Security #: XXXXX0049

Status Code: Active

Brokerage Account #: Date of Birth: Phone #: E-mail: Fax #: COP-12345 -(609) 555-1000 -W-9 on File: Tax Jurisdiction: Yes Domestic

Your Participant/Tax Profile

Plan Information

Equity Plans

ConocoPhillips

Equity Plans > Individual/Plan Information > Communications Center Communications Center

Select forms and communications are available in PDF Format for download and printing. If you do not have Adobe Reader, download Here.

Forms Date Added

W8-BEN Revised July 2007 Individual Investor Acct Code 1960 Rev. W9

Limited Individual Investor Acct - US Limited Individual Investor Acct non - US

07/24/2007 09/23/2008 05/29/2008 04/11/2008 04/11/2008

Plan Brochures Date Added

2008 Federal Income Tax Guide for Equity Stock Sale Tutorial

Cashless Sell Exercise Tutorial

01/17/2008 05/14/2008 05/14/2008

Plan Documents Date Added

ConocoPhillips - LTIP amended & restated ConocoPhillips - Stock Plan

07/07/2008 07/07/2008

Agreements and Disclosures Date Added

General Plan Information

Terms and Conditions for Benefits OnLine Data Privacy for Non-US Benefits OnLine Users

02/20/2004 02/20/2004 02/20/2004

PDF PDF PDF PDF PDF PDF PDF PDF PDF PDF

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14 Service Fees

Commission Rate

Merrill Lynch charges ConocoPhillips participants discounted commissions for shares sold simultaneously in connection with a Cashless exercise. There is no fee associated with a Cash Purchase or Stock Swap exercise. Merrill Lynch will assess the following commission fees in connection with Cashless exercises of ConocoPhillips stock options. Merrill Lynch will also assess the following commission fees in connection with subsequent sales of ConocoPhillips stock.

■ Cashless Exercises Transacted via Benefits OnLine: Commission rate of $0.03 per share.

■ Cashless Exercises Transacted via a Participant Service Representative or the Global Corporate and

Institutional Advisory Services group:

Number of Shares Transacted Commission Rate Postage & Handling

1 to 24,999 $0.05 per share $5.35

25,000 to 49,999 $0.04 per share $5.35

50,000 and up $0.03 per share $5.35

Note: A single per share fee for each transaction will be charged based on the total number of shares transacted. For example, if you exercise 30,000 shares in one transaction, the commission rate will be $0.04 per share on all shares in the transaction.

Participants exercising large blocks of shares (e.g., 10,000 or more) may benefit by consulting a Merrill Lynch representative prior to executing the transaction. Large blocks of shares executed through Merrill Lynch’s Special Equities Trading group may result in a more favorable execution price when compared to the online system.

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Other Fees

2

Service Cost

Wire Transfer $7.50 (if requested through the AwardChoice system, which may be accessed

through Benefits OnLine, or by contacting a Participant Service Representative or Merrill Lynch Financial Advisor). Wires may not be available in all currencies. Requests made outside of these service channels are subject to retail brokerage wire transfer fees.

Non-U.S. Dollar Check $15.00 (if requested through the AwardChoice system, which may be accessed

through Benefits OnLine, a Participant Service Representative or a Merrill Lynch Financial Advisor). Checks may not be available in all currencies. Requests made outside of these channels are subject to retail brokerage check fees.

Stock Certificate/

DRS Registration Requests Please contact a Participant Service Representative for fees associated with these requests. Fees vary depending on your company’s participation in the Direct Registration System (DRS) at the Depository Trust Company.

SEC Transaction Fee Fee assessed and paid to the Securities and Exchange Commission (SEC) on each

stock sale. As of April 1, 2010, the fee is $0.0169 for each $1,000.00 or fraction thereof. This fee is subject to change by the SEC.

Brokerage Account Transfer As an active participant in the ConocoPhillips Equity Program, there is no fee to

transfer assets to another broker.

Duplicate Statements and

Confirmations $5.00 for each additional hard copy requested from Merrill Lynch, excluding two most recent statements/confirmations. Duplicate statements and confirmations are available online at no cost to you.

Account Cost

Limited Individual Investor

Account (LIIA As an active participant in the ConocoPhillips Equity Program, you are not charged an account fee to maintain company stock holdings. Active participants include anyone with grants and options outstanding or eligible to receive future grants. If you are no longer an active participant and you maintain a balance (cash or securities), you are subject to an annual account fee of $65 (and a low balance fee of $15 per quarter if the balance of the account is below $20,000). Speak with a Participant Service Representative for more information.

Commissions and account fees for transactions and services unrelated to ConocoPhillips equity awards are subject to standard Merrill Lynch rates. Please speak with a Merrill Lynch representative for more information.

2 _{You will be subject to the applicable fees, terms and conditions associated with the retail brokerage account established in connection}

with your equity award program. All brokerage account fees are subject to change upon notification to you.

Service Fees (continued)

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16 Glossary

Award _{The issuance of a grant under one of ConocoPhillips’ equity compensation programs.}

Commission Fee due Merrill Lynch for the sale or purchase of shares or other securities through

your Merrill Lynch brokerage account.

Control Person _{Any individual who, directly or indirectly, controls the management and activities}

of a publicly held company.

Exercise Use of an option to purchase shares of stock at the grant price directly from the

issuer. Also, use of a Stock Appreciation Right to receive the value from an increase in the share price from the grant date.

Exercise Date _{Date your exercise request is processed.}

Exercise Period The time between your vesting and expiration dates, during which you may exercise

your Stock Options or Stock Appreciation Rights.

Expiration Date _{Date after which your options and Stock Appreciation Rights may no longer be}

exercised under the terms of ConocoPhillips’ plans and of each particular award.

Fair Market Value (FMV) Price ConocoPhillips uses to value your stock on the day you exercise.

Grant Date _{Date on which an award is approved.}

Grant Price Price per share that you pay to purchase stock under the terms of your grant.

Grant Terms The terms of your grant as detailed by ConocoPhillips. Grant terms may include

the type of award, life of the award, vesting criteria, restrictions on transferability and effects of change in employment status.

Incentive Stock Options An Incentive Stock Option (ISO) gives you the right to purchase

(ISOs) ConocoPhillips stock at a specific price over a stated option term. Generally, an

ISO entitles you to favorable tax treatment if the acquired shares are held for at least one year from the date of exercise and two years from the grant date.

Market Price Current trading price of ConocoPhillips stock.

Option Spread Difference between the grant price and ConocoPhillips’ designated Fair

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Glossary

Performance Share Units_{Performance Share Units (PSUs) represent an award that is based on the}

(PSUs) attainment of ConocoPhillips’ pre-defined performance goals over a given

performance period. PSUs are subject to forfeiture if the conditions for achievement or vesting are not met. In addition, PSUs may not be sold, pledged, transferred or assigned during the vesting period. PSUs are a form of Restricted Stock Units.

Restricted Stock A Restricted Stock award is a grant of actual shares of ConocoPhillips stock recorded

under your name in ConocoPhillips’ shareholder records. As a recipient of such an award, you are entitled to vote your restricted shares and receive dividends when declared by the Company for payment to shareholders. During the vesting period, Restricted Stock may not be sold, pledged, transferred or assigned, and the shares can be forfeited back to ConocoPhillips if the conditions for vesting are not met.

Restricted Stock Units _{A Restricted Stock Unit (RSU) award is an unsecured promise to receive a future}

(RSUs) delivery of shares subject to certain terms and conditions. RSUs are not actual

shares of stock and, therefore, do not carry voting rights. Depending on the terms of the award, RSUs may or may not include rights for payment of dividend equivalents. In addition, RSUs may not be sold, pledged, transferred or assigned during the vesting period.

Shareholder Owner of record of ConocoPhillips equity securities entitled to dividends and

voting rights.

Stock Appreciation Stock Appreciation Rights (SARs) tie your benefit to the performance of

Rights (SARs) _{ConocoPhillips stock, but may not provide the full rights associated with}

shareholder status. The gain from a SAR is based only on the increase in value per share between the grant date of the award and the date of exercise.

Stock Option Right to purchase a specific number of shares at a set price for a defined period

of time.

Vested Options _{Options available to you for exercise, subject to the terms of the award and the}

applicable ConocoPhillips plan.

Vesting The right to ownership of an award, subject to the terms of the award and of the

applicable ConocoPhillips plan.

Vesting Period For Stock Options and Stock Appreciation Rights, the waiting period before an

option grant is available or may be exercised, subject to the terms of the award and the applicable ConocoPhillips plan. For Performance Share Units, Restricted Stock Units and Restricted Stock, the period during which restrictions on

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Neither ConocoPhillips nor Merrill Lynch and its representatives provide tax, accounting or legal advice. Any tax statements contained herein were not intended or written to be used, and cannot be used for the purpose of avoiding U.S. federal, state or local tax penalties. Please consult your own independent advisor as to any tax, accounting or legal statements made herein.

Unless otherwise noted, all trademarks and registered trademarks are the property of Merrill Lynch & Co., Inc. 20093375-1

03-2010

This booklet contains summaries of the plans and programs as they exist at the time of final editing of the book, March 2010. While every effort has been made to assure the accuracy of the book, if there is any conflict between the information in the book and the official documents governing the plans and programs, the official documents will control. Nothing in the book is intended to create or affect an employment relationship between ConocoPhillips, or its subsidiaries and affiliates, and any person. The sponsors of the plans and programs have reserved the right to amend or terminate any plan or program at any time, at the sole discretion of each, in accordance with the terms of the plan or program.

Merrill Lynch Wealth Management makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S), a registered broker-dealer and Member SIPC.